Yankee Colin Form 3/A TRACTOR SUPPLY / Colin Yankee ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Yankee Colin

(Last) (First) (Middle)

C/O TRACTOR SUPPLY COMPANY

5401 VIRGINIA WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2020

3. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [ TSCO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Supply Chain

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/10/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	12,629(1)(2)(3)(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option	(5)	02/08/2027	Common stock	7,835	73.18(6)	D
Employee stock option	(7)	02/07/2028	Common stock	11,213	67.28(6)	D
Employee stock option	(8)	02/06/2029	Common stock	7,165	89.59(6)	D
Employee stock option	(9)	02/05/2030	Common stock	11,326	91.1(6)	D

Explanation of Responses:

1. Includes 2,792 shares that were acquired pursuant to grants of restricted stock units (RSUs) under the Tractor Supply Company 2018 Omnibus Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest as follows: 33 1/3% on February 5, 2021, 33 1/3% on February 5, 2022, and 33 1/3% on February 5, 2023.

2. Includes 1,346 shares that were acquired pursuant to grants of RSUs under the Tractor Supply Company 2018 Omnibus Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest as follows: 50% on February 6, 2021 and 50% on February 6, 2022.

3. Includes 2,369 shares that were acquired pursuant to grants of RSUs under the Tractor Supply Company 2009 Stock Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest 100% on February 7, 2021.

4. Includes 899 shares that were acquired pursuant to grants of performance-based restricted share units (PSUs) under the Tractor Supply Company 2009 Stock Incentive Plan. The PSUs vest 100% on February 7, 2021.

5. Granted pursuant to the Tractor Supply Company 2009 Stock Incentive Plan. The shares subject to this option vested and became exercisable as follows: 33 1/3% on February 8, 2018, 33 1/3% on February 8, 2019, and 33 1/3% on February 8, 2020. 100% of the option is vested.

6. Exercise price in United States dollars.

7. Granted pursuant to the Tractor Supply Company 2009 Stock Incentive Plan. The shares subject to this option vested and became exercisable, or will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 7, 2019, 33 1/3% on February 7, 2020, and 33 1/3% on February 7, 2021. 5,606 shares subject to this option are vested and 5,607 remain unvested.

8. Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option vested and became exercisable, or will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 6, 2020, 33 1/3% on February 6, 2021, and 33 1/3% on February 6, 2022. 2,388 shares subject to this option are vested and 4,777 remain unvested.

9. Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 5, 2021, 33 1/3% on February 5, 2022, and 33 1/3% on February 5, 2023. 100% of shares subject to this option remain unvested.

Remarks:

	Colin Yankee: /s/ Kristopher S. Bybee, as Attorney-in-fact	04/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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